CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert A. Bourne, the President and Treasurer of CNL Realty Corporation,  the
corporate  general  partner of CNL Income  Fund XII,  Ltd.  (the  "registrant"),
certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of the registrant;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

                   (a) Designed  such  disclosure  controls and  procedures,  or
                   caused such disclosure controls and procedures to be designed
                   under our  supervision,  to ensure that material  information
                   relating  to  the  registrant,   including  its  consolidated
                   subsidiaries,  is made  known to us by  others  within  those
                   entities, particularly during the period in which this report
                   is being prepared;

                   (b)  Evaluated   the   effectiveness   of  the   registrant's
                   disclosure  controls  and  procedures  and  presented in this
                   report  our  conclusions   about  the  effectiveness  of  the
                   disclosure  controls  and  procedures,  as of the  end of the
                   period covered by this report based on such evaluation; and

                   (c)  Disclosed in this report any change in the  registrant's
                   internal  control  over  financial  reporting  that  occurred
                   during the  registrant's  most  recent  fiscal  quarter  (the
                   registrant's  fourth fiscal  quarter in the case of an annual
                   report) that has materially affected, or is reasonably likely
                   to materially affect, the registrant's  internal control over
                   financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          functions):

                   (a) All significant  deficiencies and material  weaknesses in
                   the design or  operation of internal  control over  financial
                   reporting which are reasonably likely to adversely affect the
                   registrant's ability to record, process, summarize and report
                   financial information; and

                   (b)  Any  fraud,  whether  or  not  material,  that  involves
                   management or other employees who have a significant  role in
                   the registrant's internal control over financial reporting.

Date:  May 12, 2004



/s/ Robert A. Bourne
__________________________
Robert A. Bourne
President and Treasurer